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EXHIBIT 10.5
AMENDMENT NO. 1 TO
MANAGEMENT AGREEMENT
THIS AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT (the "Amendment") is made
and entered into as of October 1, 1996, by and between CENTEX DEVELOPMENT
COMPANY, L.P., a Delaware limited partnership (the "Partnership"), and 3333
Holding Corporation, a Nevada corporation ("Manager").
WITNESSETH:
WHEREAS, the Partnership and Manager entered into that certain
Management Agreement dated as of April 1, 1994 (the "Management Agreement");
WHEREAS, the Partnership and Manager now desire to amend certain terms
of the Management Agreement as set forth in this Amendment, effective as of
October 1, 1996;
NOW, THEREFORE, in consideration of the premises above and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Partnership and Manager do hereby agree as follows:
1. The first sentence of Section 13(a) of the Management Agreement
is hereby deleted in its entirety and replaced with the following:
"(a) Management Fee. Manager shall receive a fee for its
services under this Agreement equal to all costs incurred by the
Manager in performing this Agreement plus $25,000 for each quarter
covered by this Agreement, such fee to be payable quarterly."
2. Except as expressly modified and amended by this Amendment, the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
CENTEX DEVELOPMENT COMPANY, L.P.
By: 3333 Development Corporation,
its sole general partner
By: /s/ J. XXXXXXX XXXXXXXXX
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J. Xxxxxxx Xxxxxxxxx
President
3333 HOLDING CORPORATION
By: /s/ XXXXXXXX XXXXXX
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Xxxxxxxx Xxxxxx
Vice President